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Newpath Resources Inc. Proxy Solicitation & Information Statement 2021

Sep 22, 2021

45849_rns_2021-09-21_0a6639b1-465c-4dd3-97a6-afe6aa1236c0.pdf

Proxy Solicitation & Information Statement

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Security Class : Common Shares

READY SET GOLD CORP. GOLD VOTING INSTRUCTION FORM

(“GOLD VIF”)

Annual and Special Meeting of Shareholders of Ready Set Gold Corp. (the “Company”) to be held on Tuesday, October 12, 2021 (the “Meeting”)

This GOLD VIF is solicited by and on behalf of MANAGEMENT of the Company (“Management”).

Notes to GOLD VIF

We are sending you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified herein. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.

We are prohibited from voting these securities in any of the matters to be acted upon at the Meeting without your specific voting instructions. In order for these securities to be voted at the Meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.

If you want to attend the Meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the Meeting on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.

If the securities are beneficially owned in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those beneficial owners should sign this GOLD VIF. If you are voting on behalf of a corporation or another individual you must sign this GOLD VIF with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this GOLD VIF. This GOLD VIF should be signed in the exact manner as the name(s) appear(s) on the GOLD VIF.

If this GOLD VIF is not dated, it will be deemed to bear the date on which it is received by Alliance Trust Company.

When properly signed and delivered, securities represented by this GOLD VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, and the GOLD VIF appoints the Management nominees, the GOLD VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the Meeting.

Unless prohibited by law, this GOLD VIF confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting or any adjournment or postponement thereof, in each case, whether or not the amendment, variation or other matter that comes before the Meeting is routine or contested.

By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

This GOLD VIF should be read in conjunction with the accompanying documentation provided by Management.

GOLD VIFs must be received by 10:00 a.m., Vancouver Time, on Friday, October 7, 2021 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed Meeting. Late voting instructions may be accepted or rejected by the Chair of the Meeting at his or her discretion, and the Chair of the Meeting is under no obligation to accept or reject any particular late voting instruction. The Company or the Chair of the Meeting may waive or extend the voting instruction cut-off without notice.

GOLD VIFs must be received by 10:00 a.m., Vancouver Time, on Friday, October 7, 2021 or, in the case of any adjournment orpostponement of the Meeting, not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned orpostponed Meeting. Late voting instructions may be accepted or rejected by the Chair of the Meeting at his or her discretion, and the Chairof the Meeting is under no obligation to accept or reject any particular late voting instruction. The Company or the Chair of the Meetingmay waive or extend the voting instruction cut-off without notice. GOLD VIFs must be received by 10:00 a.m., Vancouver Time, on Friday, October 7, 2021 or, in the case of any adjournment orpostponement of the Meeting, not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned orpostponed Meeting. Late voting instructions may be accepted or rejected by the Chair of the Meeting at his or her discretion, and the Chairof the Meeting is under no obligation to accept or reject any particular late voting instruction. The Company or the Chair of the Meetingmay waive or extend the voting instruction cut-off without notice.
VOTING METHODS
MAIL or HAND DELIVERY Alliance Trust CompanySuite 1010, 407 - 2nd Street SWCalgary, Alberta T2P 2Y3
FACSIMILE – 24 Hours a Day 403-237-6181
ONLINE www.alliancetrust.ca/shareholders/

If you vote by FACSIMILE or ONLINE, DO NOT mail back this voting instruction form.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail, facsimile or online are the only methods by which a holder may appoint a person as appointee other than the Management nominees named below.

Appointment of Appointee

I/We, being holder(s) of READY SET GOLD CORP. hereby appoint: CHRISTIAN SCOVENNA, Chief Executive Officer & Director, or, failing him, ALEX MCAULAY, Chief Financial Officer and Director

Print the name of the person you are OR appointing in the box to the right if this person is someone other than the Management nominees listed herein.

as my/our appointee with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of READY SET GOLD CORP. to be held at Suite 220, 333 Terminal Avenue, Vancouver, British Columbia, V6A 4C1 on Tuesday October 12, 2021 at 10:00 a.m. (Vancouver time) , and at any adjournment or postponement thereof. MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Appointment of Auditor To appoint Smythe LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors to fix their remuneration.

Appointment of Auditor For Withheld To appoint Smythe LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and □ □ to authorize the directors to fix their remuneration. Set Number of Directors For Against To set the number of Directors at five (5). □ □ Election of Directors For Withheld For Withheld i) DARREN COLLINS □ □ ii) CHRISTIAN SCOVENNA □ □ iii) PETER SIMEON □ □ iv) MARK SMETHURST □ □ v) GERHARD MERKEL □ □

2. Set Number of Directors To set the number of Directors at five (5).

3. Election of Directors

Authorized Signature(s) – This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any voting instructions previously given with respect to the Meeting. If no voting instructions are indicated above, this GOLD VIF will be voted as recommended by Management.

Signature(s)

Print Name(s) & Signing Capacity(ies), if applicable

Date (MM-DD-YY)